What changed in this filing

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Item 1A. Risk Factors

2022-03-31 compared with 2021-08-03 · 1096 added, 829 removed, 215 unchanged (90% of the section changed)

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The following information

should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results

of Operations”

and the consolidated financial statements and related notes in Part II, Item 8, “Financial Statements and Supplementary

of this Form 10-K.

should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” and the consolidated financial statements and related notes in Part II, Item 8, “Financial Statements and Supplementary

Data” of this Form 10-K.

The business, financial condition and operating

results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those

described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating

results to vary materially from past, or from anticipated future, financial condition and operating results.

Any of these factors, in

whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock

Because of the following factors, as well as

other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered

to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future

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We have a limited operating history.

Our first operating subsidiary,

Pony Limousine Services Limited was established in Hong Kong on April 28, 2018 to engage in providing car services to travelers between

Guangdong Province and Hong Kong.

operating subsidiary, Pony Limousine Services Limited was established in Hong Kong on April 28, 2018 to engage in providing car services

to travelers between Guangdong Province and Hong Kong.

Pony Group Inc.

was established in the State of Delaware on January 7, 2019.

We have limited experience

and operating history in the travel industry.

Our limited history may not provide a meaningful basis for investors to evaluate our business,

financial performance and prospects.

have limited experience and operating history in the travel industry.

Our limited history may not provide a meaningful basis for investors

to evaluate our business, financial performance and prospects.

We face intense competition and could lose market share to our

competitors, which could adversely affect our business, financial condition and results of operations.

The market for car services is intensely competitive and characterized

by rapid changes in technology, shifting rider needs and frequent introductions of new services and offerings.

We expect competition to

continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources or other

strategic advantages.

If we are unable to anticipate or react to these competitive challenges, our competitive position could weaken,

or fail to improve, and we could experience a decline in revenue or growth stagnation that could adversely affect our business, financial

condition and results of operations.

Our main competitors in mainland China and Hong Kong include Shenzhen

Anxun Automobile Rental Co., Ltd., The Motor Transport Company of Guangdong and Hong Kong Limited and China Comfort (Shenzhen) Travel

Services Co., Ltd.

Certain of our competitors have greater financial, technical, marketing,

research and development, manufacturing and other resources, greater name recognition, longer operating histories or a larger user base

They may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices than

we do, which could adversely affect our results of operations.

Further, they may have greater resources to deploy towards the research,

development and commercialization of new technologies, or they may have other financial, technical or resource advantages.

These factors

may allow our competitors to derive greater revenue and profits from their existing user bases, attract and retain new qualified drivers

and new riders at lower costs or respond more quickly to new and emerging technologies and trends.

The market for car services is intensely competitive

and characterized by rapid changes in technology, shifting rider needs and frequent introductions of new services and offerings.

competition to continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources

or other strategic advantages.

If we are unable to anticipate or react to these competitive challenges, our competitive position could

weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation that could adversely affect our business,

financial condition and results of operations.

Our main competitors in mainland China and Hong

Kong include Shenzhen Anxun Automobile Rental Co., Ltd., The Motor Transport Company of Guangdong and Hong Kong Limited and China Comfort

(Shenzhen) Travel Services Co., Ltd.

Certain of our competitors have greater financial,

technical, marketing, research and development, manufacturing and other resources, greater name recognition, longer operating histories

or a larger user base than we do.

They may be able to devote greater resources to the development, promotion and sale of offerings and

offer lower prices than we do, which could adversely affect our results of operations.

Further, they may have greater resources to deploy

towards the research, development and commercialization of new technologies, or they may have other financial, technical or resource advantages.

These factors may allow our competitors to derive greater revenue and profits from their existing user bases, attract and retain new qualified

drivers and new riders at lower costs or respond more quickly to new and emerging technologies and trends.

Our current and potential competitors

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and offerings.

We believe that our ability to compete effectively depends upon many

factors both within and beyond our control, including:

● the popularity, utility, ease

of use, performance and reliability of our offerings compared to those of our competitors;

We believe that our ability to compete effectively

depends upon many factors both within and beyond our control, including:

the popularity, utility, ease of use, performance and reliability of our offerings compared to those of our competitors;

our reputation and brand strength relative to our competitors;

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acquisitions or consolidation within our industry.

If we are unable to compete successfully, our business, financial condition

and results of operations could be adversely affected.

If we are unable to compete successfully, our business,

financial condition and results of operations could be adversely affected.

We could be subject to claims from riders,

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brand, financial condition and results of operations.

We could be subject to claims, lawsuits, investigations and other legal

proceedings relating to injuries to, or deaths of, riders, drivers or third parties that are attributed to us through our offerings.

may also be subject to claims alleging that we are directly or vicariously liable for the acts of the drivers from the car fleet companies

that we collaborated with.

We may be subject to personal injury claims whether or not such injury actually occurred as a result of activity

on our platform.

Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders, drivers or third parties

could result in negative publicity and harm to our brand, reputation, business, financial condition and results of operations.

the foregoing risks could adversely affect our business, financial condition and results of operations.

We could be subject to claims, lawsuits, investigations

and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third parties that are attributed to us through

our offerings.

We may also be subject to claims alleging that we are directly or vicariously liable for the acts of the drivers from the

car fleet companies that we collaborated with.

We may be subject to personal injury claims whether or not such injury actually occurred

as a result of activity on our platform.

Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders,

drivers or third parties could result in negative publicity and harm to our brand, reputation, business, financial condition and results

of operations.

Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

We rely on other third-party service

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business, financial condition and results of operations could be adversely affected.

Our success depends in part on our relationships with other third-party

service providers, such as Hong Kong Wanjin Industry Co., Limited and Yahong Business Limited.

Further, from time to time, we enter into

collaboration arrangement in connection with car fleets and drivers.

If any of our partners terminates its relationship with us or refuses

to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure

similar terms or replace such providers in an acceptable timeframe.

We also rely on other software and services supplied by third parties,

such as communications and internal software, and our business may be adversely affected to the extent such software and services do not

meet our expectations, contain errors or vulnerabilities, are compromised or experience outages.

Any of these risks could increase our

costs and adversely affect our business, financial condition and results of operations.

Further, any negative publicity related to any

of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely affect our reputation

and brand, and could potentially lead to increased regulatory or litigation exposure.

Our success depends in part on our relationships

with other third-party service providers, such as Hong Kong Wanjin Industry Co., Limited and Yahong Business Limited.

Further, from time

to time, we enter into collaboration arrangement in connection with car fleets and drivers.

If any of our partners terminates its relationship

with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may

not be able to secure similar terms or replace such providers in an acceptable timeframe.

We also rely on other software and services

supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such

software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages.

risks could increase our costs and adversely affect our business, financial condition and results of operations.

Further, any negative

publicity related to any of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely

affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

If we are not able to successfully develop

new offerings and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.

Our ability to attract new riders, retain existing riders and increase

utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings and to improve upon

and enhance our existing offerings.

As a result, we may introduce significant changes to our existing offerings or develop and introduce

new and unproven offerings.

Furthermore, new rider demands regarding service, the availability of superior competitive offerings or a

deterioration in the quality of our offerings or our ability to bring new or enhanced offerings to market quickly and efficiently could

negatively affect the attractiveness of our service and the economics of our business and require us to make substantial changes to and

additional investments in our offerings or our business model.

Our ability to attract new riders, retain existing

riders and increase utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings

and to improve upon and enhance our existing offerings.

As a result, we may introduce significant changes to our existing offerings or

develop and introduce new and unproven offerings.

Furthermore, new rider demands regarding service, the availability of superior competitive

offerings or a deterioration in the quality of our offerings or our ability to bring new or enhanced offerings to market quickly and efficiently

could negatively affect the attractiveness of our service and the economics of our business and require us to make substantial changes

to and additional investments in our offerings or our business model.

In addition, we frequently experiment with and test different offerings

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existing qualified drivers and existing riders and maintain or increase utilization of our offerings may be adversely affected.

Developing and launching new offerings

or enhancements to the existing offerings involves significant risks and uncertainties, including risks related to the reception of

such offerings by existing and potential future riders, increases in operational complexity, unanticipated delays or challenges in

implementing such offerings or enhancements, increased strain on our operational and internal resources (including an impairment of

our ability to accurately forecast rider demand) and negative publicity in the event such new or enhanced offerings are perceived to

be unsuccessful.

We have scaled our business rapidly, and significant new initiatives have in the past resulted in, and in the

future may result in, operational challenges affecting our business.

In addition, developing and launching new offerings and

enhancements to our existing offerings may involve significant upfront capital investments and such investments may not generate

return on investment.

Any of the foregoing risks and challenges could negatively impact our ability to attract and retain qualified

drivers and riders, our ability to increase utilization of our offerings and our visibility into expected results of operations, and

could adversely affect our business, financial condition and results of operations.

Additionally, since we are focused on building

our community and ecosystems for the long-term, our near-term results of operations may be impacted by our investments in the

Developing and launching new offerings or enhancements

to the existing offerings involves significant risks and uncertainties, including risks related to the reception of such offerings by

existing and potential future riders, increases in operational complexity, unanticipated delays or challenges in implementing such offerings

or enhancements, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast

rider demand) and negative publicity in the event such new or enhanced offerings are perceived to be unsuccessful.

We have scaled our

business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges

affecting our business.

In addition, developing and launching new offerings and enhancements to our existing offerings may involve significant

upfront capital investments and such investments may not generate return on investment.

Any of the foregoing risks and challenges could

negatively impact our ability to attract and retain qualified drivers and riders, our ability to increase utilization of our offerings

and our visibility into expected results of operations, and could adversely affect our business, financial condition and results of operations.

Additionally, since we are focused on building our community and ecosystems for the long-term, our near-term results of operations may

be impacted by our investments in the future.

Any failure to offer high-quality user

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of operations.

Our ability to attract and retain riders is dependent in part on the

ease and reliability of our offerings, including our ability to provide high-quality support.

Our customers depend on our support organization

to resolve any issues relating to our offerings, such as being overcharged for a ride, leaving something in a driver’s vehicle or

reporting a safety incident.

Our ability to provide effective and timely support is largely dependent on our ability to attract and retain

service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings.

As we continue to grow our

business and improve our offerings, we will face challenges related to providing quality support services at scale.

If we grow our international

rider base, our support organization will face additional challenges, including those associated with delivering support in languages

other than Chinese.

Any failure to provide efficient user support, or a market perception that we do not maintain high-quality support,

could adversely affect our reputation, brand, business, financial condition and results of operations.

Our ability to attract and retain riders is dependent

in part on the ease and reliability of our offerings, including our ability to provide high-quality support.

Our customers depend on our

support organization to resolve any issues relating to our offerings, such as being overcharged for a ride, leaving something in a driver’s

vehicle or reporting a safety incident.

Our ability to provide effective and timely support is largely dependent on our ability to attract

and retain service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings.

As we continue

to grow our business and improve our offerings, we will face challenges related to providing quality support services at scale.

grow our international rider base, our support organization will face additional challenges, including those associated with delivering

support in languages other than Chinese.

Any failure to provide efficient user support, or a market perception that we do not maintain

high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.

Systems failures and resulting interruptions

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of operations.

Our systems, or those of third parties upon which we rely, may experience

service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and

Our systems, or those of third parties upon which

we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and

other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications

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and similar events.

We will likely continue to experience system failures and other events

or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our offerings.

events have resulted in, and similar future events could result in, losses of revenue.

A prolonged interruption in the availability or

reduction in the availability, speed or other functionality of our offerings could adversely affect our business and reputation and could

result in the loss of users.

Moreover, to the extent that any system failure or similar event results in harm or losses to the users using

our platform, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual

remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

We will likely continue to experience system failures

and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our

These events have resulted in, and similar future events could result in, losses of revenue.

A prolonged interruption in the

availability or reduction in the availability, speed or other functionality of our offerings could adversely affect our business and reputation

and could result in the loss of users.

Moreover, to the extent that any system failure or similar event results in harm or losses to the

users using our platform, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse

or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for

us to address.

Our business could be adversely impacted

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or future laws governing the Internet and mobile devices.

Our business depends on users’

access to our platform via a mobile

device and the Internet.

We may operate in jurisdictions that provide limited Internet connectivity, particularly as we expand internationally.

Internet access and access to a mobile device are frequently provided by companies with significant market power that could take actions

that degrade, disrupt or increase the cost of users’

ability to access our platform.

In addition, the Internet infrastructure that

we and users of our platform rely on in any particular geographic area may be unable to support the demands placed upon it.

Any such failure

in Internet or mobile device accessibility, even for a short period of time, could adversely affect our results of operations.

Our business depends on users’ access to

our platform via a mobile device and the Internet.

We may operate in jurisdictions that provide limited Internet connectivity, particularly

as we expand internationally.

Internet access and access to a mobile device are frequently provided by companies with significant market

power that could take actions that degrade, disrupt or increase the cost of users’ ability to access our platform.

the Internet infrastructure that we and users of our platform rely on in any particular geographic area may be unable to support the demands

placed upon it.

Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect our

results of operations.

The impact of any kind of epidemic, such as the coronavirus,

on our operations, and the operations of the car fleet companies, may harm our business.

Our business could be adversely affected by the outbreaks of epidemics

in China and globally, such as the Corona Virus Disease 2019, or COVID-19 originated in Wuhan, China, Ebola virus disease, H1N1 flu, H7N9

flu, avian flu, Severe Acute Respiratory Syndrome, or SARS, or other epidemics.

Past occurrences of epidemics have caused different degrees

of damage to the national and local economies.

A recurrence of an outbreak of any kind of epidemic could cause a slowdown in the levels

of economic activity generally, which may adversely affect our business, financial condition and results of operations.

Should major public

health issues, including pandemics, arise, we could be adversely affected by more stringent travel restrictions, additional limitations

in car services and governmental actions limiting the movement of people between regions.

Moreover, we are subject to a number of laws and regulations specifically

governing the Internet and mobile devices that are constantly evolving.

Existing and future laws and regulations, or changes thereto,

may impede the growth and availability of the Internet and online offerings, require us to change our business practices or raise compliance

costs or other costs of doing business.

These laws and regulations, which continue to evolve, cover taxation, privacy and data protection,

pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections, the provision of online

payment services, unencumbered Internet access to our offerings and the characteristics and quality of online offerings, among other things.

Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and

brand a loss in business and proceedings or actions against us by governmental entities or others, which could adversely impact our results

Our business could be adversely affected by the

outbreaks of epidemics in China and globally, such as the Corona Virus Disease 2019, or COVID-19 originated in Wuhan, China, Ebola virus

disease, H1N1 flu, H7N9 flu, avian flu, Severe Acute Respiratory Syndrome, or SARS, or other epidemics.

Past occurrences of epidemics

have caused different degrees of damage to the national and local economies.

A recurrence of an outbreak of any kind of epidemic could

cause a slowdown in the levels of economic activity generally, which may adversely affect our business, financial condition and results

of operations.

Should major public health issues, including pandemics, arise, we could be adversely affected by more stringent travel

restrictions, additional limitations in car services and governmental actions limiting the movement of people between regions.

Moreover, we are subject to a number of laws and

regulations specifically governing the Internet and mobile devices that are constantly evolving.

Existing and future laws and regulations,

or changes thereto, may impede the growth and availability of the Internet and online offerings, require us to change our business practices

or raise compliance costs or other costs of doing business.

These laws and regulations, which continue to evolve, cover taxation, privacy

and data protection, pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections,

the provision of online payment services, unencumbered Internet access to our offerings and the characteristics and quality of online

offerings, among other things.

Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in

damage to our reputation and brand a loss in business and proceedings or actions against us by governmental entities or others, which

could adversely impact our results of operations.

We rely on mobile operating systems

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could decline and our business, financial results and results of operations could be adversely affected.

We depend in part on mobile operating systems, such as Android

and iOS, and their respective application marketplaces to make our apps available to the drivers and riders on our platform.

in such systems and application marketplaces that degrade the functionality of our apps or give preferential treatment to our competitors’

apps could adversely affect our platform’s usage on mobile devices.

If such mobile operating systems or application marketplaces

limit or prohibit us from making our apps available to drivers and riders, make changes that degrade the functionality of our apps, increase

the cost of using our apps, impose terms of use unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental

to us, or if our competitors’

placement in such mobile operating systems’

application marketplace is more prominent than the

placement of our apps, overall growth in our rider or driver base could slow.

Our apps have experienced fluctuations in number of downloads

in the past, and we anticipate similar fluctuations in the future.

Any of the foregoing risks could adversely affect our business, financial

condition and results of operations.

As new mobile devices and mobile platforms are released, there is no

guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our apps.

Additionally,

in order to deliver high-quality apps, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies,

systems, networks and standards.

We may not be successful in developing or maintaining relationships with key participants in the mobile

industry that enhance drivers’

and riders’

If drivers or riders on our platform encounter any difficulty accessing

or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, our business, financial

condition and results of operations could be adversely affected.

We depend in part on mobile operating systems,

such as Android and iOS, and their respective application marketplaces to make our apps available to the drivers and riders on our

Any changes in such systems and application marketplaces that degrade the functionality of our apps or give preferential treatment

to our competitors’ apps could adversely affect our platform’s usage on mobile devices.

If such mobile operating systems or

application marketplaces limit or prohibit us from making our apps available to drivers and riders, make changes that degrade the functionality

of our apps, increase the cost of using our apps, impose terms of use unsatisfactory to us or modify their search or ratings algorithms

in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ application marketplace

is more prominent than the placement of our apps, overall growth in our rider or driver base could slow.

Our apps have experienced fluctuations

in number of downloads in the past, and we anticipate similar fluctuations in the future.

Any of the foregoing risks could adversely affect

our business, financial condition and results of operations.

As new mobile devices and mobile platforms are

released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our

Additionally, in order to deliver high-quality apps, we need to ensure that our offerings are designed to work effectively with

a range of mobile technologies, systems, networks and standards.

We may not be successful in developing or maintaining relationships with

key participants in the mobile industry that enhance drivers’ and riders’ experience.

If drivers or riders on our platform

encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile

operating systems, our business, financial condition and results of operations could be adversely affected.

We depend on the interoperability of

our platform across third-party applications and services that we do not control.

We have integrations with AutoNavi Maps (also known as Gaode Maps)

and a variety of other productivity, collaboration, travel, data management and security vendors.

As our offerings expand and evolve,

including as we develop autonomous technology, we may have an increasing number of integrations with other third-party applications, products

and services.

Third-party applications, products and services are constantly evolving, and we may not be able to maintain or modify our

platform to ensure its compatibility with third-party offerings following development changes.

As our mobile application and respective

products evolve, we expect the types and levels of competition to increase.

Should any of our competitors or technology partners modify

their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise unsatisfactory

to us or gives preferential treatment to competitive products or services, our products, platform, business, financial condition and results

of operations could be adversely affected.

We have integrations with AutoNavi Maps (also known

as Gaode Maps) and a variety of other productivity, collaboration, travel, data management and security vendors.

As our offerings expand

and evolve, including as we develop autonomous technology, we may have an increasing number of integrations with other third-party applications,

products and services.

Third-party applications, products and services are constantly evolving, and we may not be able to maintain or

modify our platform to ensure its compatibility with third-party offerings following development changes.

As our mobile application and

respective products evolve, we expect the types and levels of competition to increase.

Should any of our competitors or technology partners

modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise

unsatisfactory to us or gives preferential treatment to competitive products or services, our products, platform, business, financial

condition and results of operations could be adversely affected.

Failure to protect or enforce our intellectual property rights

could harm our business, financial condition and results of operations.

Our success is dependent in part upon protecting our intellectual property

rights and technology (such as code, information, data, processes and other forms of information, knowhow and technology), or intellectual

We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws and contractual restrictions to

establish and protect our intellectual property.

However, the steps we take to protect our intellectual property may not be sufficient

or effective.

Our success is dependent in part upon

protecting our intellectual property rights and technology (such as code, information, data, processes and other forms of information,

knowhow and technology), or intellectual property.

We rely on a combination of patents, copyrights, trademarks, service marks, trade secret

laws and contractual restrictions to establish and protect our intellectual property.

However, the steps we take to protect our intellectual

property may not be sufficient or effective.

Even if we do detect violations, we may need to engage in litigation to enforce our rights.

Any enforcement efforts we undertake,

including litigation, could be time-consuming and expensive and could divert management attention.

While we take precautions designed

to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology

and use our proprietary information to create or enhance competing solutions and services, which could adversely affect our position in

our rapidly evolving and highly competitive industry.

We may be required to spend significant resources in order to monitor

and protect our intellectual property rights, and some violations may be difficult or impossible to detect.

Litigation to protect and

enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment

or loss of portions of our intellectual property.

Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims

and countersuits attacking the validity and enforceability of our intellectual property rights.

Our inability to protect our proprietary

technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and

resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in our substituting

inferior or more costly technologies into our platform or harm our reputation or brand.

In addition, we may be required to license additional

technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms

or at all and could adversely affect our ability to compete.

Our industry has also been subject to attempts to steal intellectual

property, particularly regarding autonomous vehicle development, including by foreign actors.

We, along with others in our industry, have

been the target of attempted thefts of our intellectual property and may be subject to such attempts in the future.

Although we take measures

to protect our property, if we are unable to prevent the theft of our intellectual property or its exploitation, the value of our investments

may be undermined and our business, financial condition and results of operations may be negatively impacted.

Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management attention.

While we take precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized

third parties to copy our technology and use our proprietary information to create or enhance competing solutions and services, which

could adversely affect our position in our rapidly evolving and highly competitive industry.

We may be required to spend significant

resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect.

Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could

result in the impairment or loss of portions of our intellectual property.

Our efforts to enforce our intellectual property rights may

be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of

our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to

our platform, result in our substituting inferior or more costly technologies into our platform or harm our reputation or brand.

we may be required to license additional technology from third parties to develop and market new offerings or platform features, which

may not be on commercially reasonable terms or at all and could adversely affect our ability to compete.

Our industry has also been subject to

attempts to steal intellectual property, particularly regarding autonomous vehicle development, including by foreign actors.

with others in our industry, have been the target of attempted thefts of our intellectual property and may be subject to such attempts

in the future.

Although we take measures to protect our property, if we are unable to prevent the theft of our intellectual property or

its exploitation, the value of our investments may be undermined and our business, financial condition and results of operations may be

negatively impacted.

Our platform contains third-party open

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to provide our offerings.

Our platform contains software modules licensed to us by third-party

authors under “open source”

Use and distribution of open source software may entail greater risks than use of third-party

commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections

regarding infringement claims or the quality of the code.

In addition, the public availability of such software may make it easier for

others to compromise our platform.

Some open source licenses contain requirements that we make available

source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses

to our intellectual property.

If we combine our proprietary software with open source software in a certain manner, we could, under certain

open source licenses, be required to release the source code of our proprietary software to the public.

This would allow our competitors

to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.

Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time

and resources to re-engineer some or all of our software.

If we are held by the court to have breached or failed to fully comply

with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to

seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our

platform, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis

or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial

condition and results of operations.

Our business and results of operations are also subject to global economic

conditions, including any resulting effect on spending by us or our riders.

If general economic conditions deteriorate in China or in

other markets where we operate, discretionary spending may decline and demand for ridesharing may be reduced.

An economic downturn resulting

in a prolonged recessionary period may have a further adverse effect on our revenue.

Our platform contains software modules

licensed to us by third-party authors under “open source” licenses.

Use and distribution of open source software may entail

greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification

or other contractual protections regarding infringement claims or the quality of the code.

In addition, the public availability of such

software may make it easier for others to compromise our platform.

Some open source licenses contain requirements

that we make available source code for modifications or derivative works we create based upon the type of open source software we use,

or grant other licenses to our intellectual property.

If we combine our proprietary software with open source software in a certain manner,

we could, under certain open source licenses, be required to release the source code of our proprietary software to the public.

allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our

competitive advantages.

Alternatively, to avoid the public release of the affected portions of our source code, we could be required to

expend substantial time and resources to re-engineer some or all of our software.

If we are held by the court to have breached

or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability,

or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible,

to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be

accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely

affect our business, financial condition and results of operations.

Our business and results of operations

are also subject to global economic conditions, including any resulting effect on spending by us or our riders.

If general economic conditions

deteriorate in China or in other markets where we operate, discretionary spending may decline and demand for ridesharing may be reduced.

An economic downturn resulting in a prolonged recessionary period may have a further adverse effect on our revenue.

Failure to maintain our reputation and brand image could negatively

impact our business.

Our brand has received a certain level of recognition in mainland China,

Our brand has received a certain level

of recognition in mainland China, Hong Kong.

Our success depends on our ability to maintain and enhance our brand image and reputation.

We could be adversely affected if

our brand is tarnished or receives negative publicity.

In addition, adverse publicity about regulatory or legal action against us could

damage our reputation and brand image, undermine consumer confidence in us, and reduce long-term demand for our products, even if the

regulatory or legal action is unfounded or not material to our operations.

In addition, our success in maintaining, extending and expanding our

brand image depends on our ability to adapt to a rapidly changing media and internet environment, including our reliance on online advertising.

Negative posts or comments about us on social networking websites could seriously damage our reputation and brand image.

maintain, extend and expand our brand image, our product sales, financial condition or results of operations could be materially and adversely

We could be adversely affected if our brand is tarnished or receives negative publicity.

In addition, adverse publicity about regulatory

or legal action against us could damage our reputation and brand image, undermine consumer confidence in us, and reduce long-term demand

for our products, even if the regulatory or legal action is unfounded or not material to our operations.

In addition, our success in maintaining,

extending and expanding our brand image depends on our ability to adapt to a rapidly changing media and internet environment, including

our reliance on online advertising.

Negative posts or comments about us on social networking websites could seriously damage our reputation

and brand image.

If we do not maintain, extend and expand our brand image, our product sales, financial condition or results of operations

could be materially and adversely affected.

Our success is dependent on retaining key personnel who would

be difficult to replace.

Our success depends largely on the continued services of our key management

Our success depends largely on the continued

services of our key management members.

In particular, our success depends on the continued efforts of Ms.

Wenxian Fan, our founder and Chief Executive Officer, President

and Director.

Wenxian Fan, our founder and

Chief Executive Officer, President and Director.

There can be no assurance that Ms.

Fan will continue in her present capacities for any particular period of time.

of the services of Ms.

Fan could materially and adversely affect our business development and our ability to expand and grow.

Fan will continue in her present capacities for any

particular period of time.

The loss of the services of Ms.

Fan could materially and adversely affect our business development and our

ability to expand and grow.

The legal requirements associated with being a public company,

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and directors, which could adversely affect the management of our business and our ability to obtain listing of our common stock .

We may be unable to attract and retain qualified officers and directors

necessary to provide for our effective management because of the rules and regulations that govern publicly listed companies, including,

but not limited to, certifications by principal executive officers.

Currently, our Chief Executive Officer does not have extensive

experience in operating a U.S.

We may be unable to attract and retain

qualified officers and directors necessary to provide for our effective management because of the rules and regulations that govern publicly

listed companies, including, but not limited to, certifications by principal executive officers.

Currently, our Chief Executive Officer

does not have extensive experience in operating a U.S.

public company.

Moreover, the actual and perceived personal risks associated with compliance with the Sarbanes-Oxley

Act and other public company requirements may deter qualified individuals from accepting roles as directors and executive officers.

present, we do not maintain an independent board of directors.

Further, the requirements for board or committee membership, particularly

with respect to an individual’s independence and level of experience in finance and accounting matters, may make it difficult to

attract and retain qualified board members going forward.

If we are unable to attract and retain qualified officers and directors,

the management of our business and our ability to obtain or retain the listing of our common stock on any stock exchange (assuming we

are able to obtain such listing) could be adversely affected.

Moreover, the actual and perceived personal risks associated with

compliance with the Sarbanes-Oxley Act and other public company requirements may deter qualified individuals from accepting roles as directors

and executive officers.

At present, we do not maintain an independent board of directors.

Further, the requirements for board

or committee membership, particularly with respect to an individual’s independence and level of experience in finance and accounting

matters, may make it difficult to attract and retain qualified board members going forward.

If we are unable to attract and

retain qualified officers and directors, the management of our business and our ability to obtain or retain the listing of our common

stock on any stock exchange (assuming we are able to obtain such listing) could be adversely affected.

If we fail to establish and maintain an effective system of internal

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our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock .

We are required to establish and maintain internal controls over financial

reporting, disclosure controls and to comply with other requirements of the Sarbanes-Oxley Act and the rules promulgated by the U.S.

and Exchange Commission (the “SEC”) thereunder.

Our senior management, which currently consists of Ms.

Fan, cannot guarantee

that our internal controls and disclosure procedures will prevent all possible errors or all fraud.

A control system, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative

to their costs.

Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Further, controls can

be circumvented by individual acts of some persons, by collusion of two or more persons, or by management’s override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, a control

may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

We are required to establish and maintain

internal controls over financial reporting, disclosure controls and to comply with other requirements of the Sarbanes-Oxley Act and the

rules promulgated by the U.S.

Securities and Exchange Commission (the “SEC”) thereunder.

Our senior management, which currently

consists of Ms.

Fan, cannot guarantee that our internal controls and disclosure procedures will prevent all possible errors or all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

In addition, the design of a control system must reflect the fact that there are resource constraints and

the benefit of controls must be relative to their costs.

Because of the inherent limitations in all control systems, no system of controls

can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

These inherent

limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error

Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management’s

override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may

Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may

not be detected.

Operating as a public company requires us to incur substantial

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a public company.

As a public company, we will incur substantial legal, accounting and

other expenses that we did not incur as a private company.

For example, we are subject to the reporting requirements of the Exchange Act,

the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations

of the SEC and the listing standards of the Nasdaq Global Select Market.

For example, the Exchange Act requires, among other things, we

file annual, quarterly and current reports with respect to our business, financial condition and results of operations.

Compliance with

these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly after

we are no longer an emerging growth company.

In addition, as a public company, we may be subject to stockholder activism, which can lead

to additional substantial costs, distract management and impact the manner in which we operate our business in ways we cannot currently

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and

financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

Our current management has limited experience managing a publicly traded

company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies.

management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory

oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.

These new obligations and constituents will require significant attention from our senior management and could divert their attention

away from the day-to-day management of our business, which could adversely affect our business, financial condition and results

As a public company, we will incur substantial

legal, accounting and other expenses that we did not incur as a private company.

For example, we are subject to the reporting requirements

of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection

Act, the rules and regulations of the SEC.

For example, the Exchange Act

requires, among other things, we file annual, quarterly and current reports with respect to our business, financial condition and results

of operations.

As an “emerging growth company”

under applicable

Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand

on our systems, particularly after we are no longer an emerging growth company.

In addition, as a public company, we may be subject to

stockholder activism, which can lead to additional substantial costs, distract management and impact the manner in which we operate our

business in ways we cannot currently anticipate.

As a result of disclosure of information in this prospectus and in filings required

of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation,

including by competitors.

Our current management has limited experience

managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining

to public companies.

Our management team may not successfully or efficiently manage our transition to being a public company subject

to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities

analysts and investors.

These new obligations and constituents will require significant attention from our senior management and could

divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial

condition and results of operations.

As an “emerging growth company” under applicable

law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available

to shareholders of more mature companies.

For as long as we remain an “emerging growth company”

defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act), we have elected to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies”

including, but not limited to:

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

For as long as we remain an “emerging

growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act), we have

elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies” including, but not limited to:

not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act;

taking advantage of an extension of time to comply with new or revised financial accounting standards;

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these reporting exemptions until we

are no longer an “emerging growth company.”

Because of these lessened regulatory requirements, our shareholders would be left

without information or rights available to shareholders of more mature companies.

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and shareholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these

reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements,

our shareholders would be left without information or rights available to shareholders of more mature companies.

Because we have elected to use the extended transition period

for complying with new or revised accounting standards for an “emerging growth company,”

our financial statements may not

for complying with new or revised accounting standards for an “emerging growth company,” our financial statements may not

be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying

with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows us to delay the adoption of new

or revised accounting standards that have different effective dates for public and private companies until those standards apply to private

As a result of this election, our financial statements may not be comparable to companies that comply with public company effective

Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies,

which may have a negative impact on the value and liquidity of shares of our common stock.

We have elected to use the extended transition

period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows us to delay

the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards

apply to private companies.

As a result of this election, our financial statements may not be comparable to companies that comply with

public company effective dates.

Consequently, our financial statements may not be comparable to companies that comply with public company

effective dates.

As such, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to

other public companies, which may have a negative impact on the value and liquidity of shares of our common stock.

Risks Related to Doing Business in China

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our growth and expansion strategies.

Most of our operations are conducted in the PRC and a significant percentage

of our revenue is sourced from the PRC.

Accordingly, our financial condition and results of operations are affected to a significant extent

by economic, political and legal developments in the PRC.

The PRC economy differs from the economies of most developed countries

in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation

of resources.

Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the

reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial

portion of productive assets in China is still owned by the government.

In addition, the PRC government continues to play a significant

role in regulating industry development by imposing industrial policies.

The PRC government also exercises significant control over China’s

economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating

financial services and institutions and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past

three decades, growth has been uneven, both geographically and among various sectors of the economy.

The PRC government has implemented

various measures to encourage economic growth and guide the allocation of resources.

Some of these measures may benefit the overall PRC

economy, but may also have a negative effect on us.

Our financial condition and results of operation could be materially and adversely

affected by government control over capital investments or changes in tax regulations that are applicable to us.

In addition, the PRC

government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth.

measures may cause decreased economic activity, which in turn could lead to a reduction in demand for our services and consequently have

a material adverse effect on our businesses, financial condition and results of operations.

Most of our operations are conducted

in the PRC and a significant percentage of our revenue is sourced from the PRC.

Accordingly, our financial condition and results of operations

are affected to a significant extent by economic, political and legal developments in the PRC or changes in government relations between

China and the United States or other governments.

There is significant uncertainty about the future relationship between the United States

and China with respect to trade policies, treaties, government regulations and tariffs.

The PRC economy differs from the economies

of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control

of foreign exchange and allocation of resources.

Although the PRC government has implemented measures emphasizing the utilization of

market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate

governance in business enterprises, a substantial portion of productive assets in China is still owned by the government.

the PRC government continues to play a significant role in regulating industry development by imposing industrial policies.

The PRC government

also exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated

obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular

industries or companies.

While the PRC economy has experienced

significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy.

PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.

Some of these measures

may benefit the overall PRC economy, but may also have a negative effect on us.

Our financial condition and results of operation could

be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable

In addition, the PRC government has implemented in the past certain measures, including interest rate increases, to control the

pace of economic growth.

These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for

our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

In July 2021, the Chinese government

provided new guidance on China-based companies raising capital outside of China, including through VIE arrangements.

In light of such

developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC.

As substantially all of our operations are based in China, any future Chinese, U.S.

or other rules and regulations that place restrictions

on capital raising or other activities by China based companies could adversely affect our business and results of operations.

business environment in China deteriorates from the perspective of domestic or international investment, or if relations between China

and the United States or other governments deteriorate, the Chinese government may intervene with our operations and our business in China

and United States, as well as the market price of our common stock, may also be adversely affected.

There are uncertainties regarding the interpretation and enforcement

of PRC laws, rules and regulations.

Substantially all of our operations are conducted

in the PRC, and are governed by PRC laws, rules and regulations.

Our PRC subsidiaries are subject to laws, rules and regulations applicable

to foreign investment in China.

The PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior

court decisions may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate

a comprehensive system of laws, rules and regulations governing economic matters in general.

The overall effect of legislation over the

past four decades has significantly enhanced the protections afforded to various forms of foreign investment in China.

However, China

has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects

of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies.

In particular,

because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding

nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how

to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent

and unpredictable.

In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not

published on a timely basis or at all, and which may have a retroactive effect.

As a result, we may not be aware of our violation of these

policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China

may be protracted, resulting in substantial costs and diversion of resources and management attention.

Since PRC administrative and court

authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to

evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.

These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our

business, financial condition and results of operations.

Recently, the General Office of the Central Committee

of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down

on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021.

Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision

over overseas listings by Chinese companies.

Effective measures, such as promoting the construction of relevant regulatory systems will

be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection

requirements and similar matters.

The Opinions remain unclear on how the law will be interpreted, amended and implemented by the relevant

PRC governmental authorities, but the Opinions and any related implementing rules to be enacted may subject us to compliance requirements

in the future.¶

On July 10, 2021, the Cyberspace Administration

of China issued a revised draft of the Measures for Cybersecurity Review for public comments, which required that, among others, in addition

to “operator of critical information infrastructure”, any “data processor” controlling personal information of

no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further

elaborated the factors to be considered when assessing the national security risks of the relevant activities.

On November 14, 2021, the Cyberspace Administration

of China released the Regulations on Network Data Security (draft for public comments) and accepted public comments until December 13,

The draft Regulations on Network Data Security provide that data processors refer to individuals or organizations that autonomously

determine the purpose and the manner of processing data.

If a data processor that processes personal data of more than one million users

intends to list overseas, it shall apply for a cybersecurity review.

In addition, data processors that process important data or are listed

overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution, and the

data security assessment report for the prior year should be submitted to the local cyberspace affairs administration department before

January 31 of each year.

On December 28, 2021, the Measures for Cybersecurity

Review (2021 version) was promulgated and took effect on February 15, 2022, which iterates that any “online platform operators”

controlling personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject

to cybersecurity review.

Further, Measures for Cybersecurity Review (2021 version) was recently adopted and the Network Internet Data

Protection Draft Regulations (draft for comments) is in the process of being formulated and the Opinions remain unclear on how it will

be interpreted, amended and implemented by the relevant PRC governmental authorities.

There remains uncertainties as to when the final

measures will be issued and take effect, how they will be enacted, interpreted or implemented, and whether they will affect us.

inadvertently conclude that the Measures for Cybersecurity Review (2021 version) do not apply to us, or applicable laws, regulations,

or interpretations change and it is determined in the future that the Measures for Cybersecurity Review (2021 version) become applicable

to us, we may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements

and make necessary changes to our internal policies and practices.

We may incur substantial costs in complying with the Measures for Cybersecurity

Review (2021 version), which could result in material adverse changes in our business operations and financial position.

If we are not

able to fully comply with the Measures for Cybersecurity Review (2021 version), our ability to offer or continue to offer securities to

investors may be significantly limited or completely hindered, and our securities may significantly decline in value or become worthless.

On December 24, 2021, the CSRC released the Administrative

Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments)

and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments), both

of which had a comment period that expired on January 23, 2022, and if enacted, may subject us to additional compliance requirement in

Thus, it is still uncertain how PRC governmental

authorities will regulate overseas listing in general and whether we are required to obtain any specific regulatory approvals.

if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this

offering and any follow-on offering, we may be unable to obtain such approvals which could significantly limit or completely hinder our

ability to offer or continue to offer securities to our investors.

Furthermore, the PRC government authorities may

strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us.

Such actions taken by the PRC government authorities may intervene or influence our operations at any time, which are beyond our control.

Therefore, any such action may adversely affect our operations and significantly limit or hinder our ability to offer or continue to offer

securities to you and reduce the value of such securities.

Uncertainties regarding the enforcement of laws

and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government

may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment

in China-based issuers could result in a material change in our operations, financial performance and/or the value of our common stock

or impair our ability to raise money.

The PRC government exerts substantial influence over the manner

in which we conduct our business activities.

The PRC government may also intervene or influence our operations and this offering at any

time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

We are currently not required to obtain approval

from Chinese authorities to list on U.S exchanges, however, if our holding company or any of our PRC subsidiaries were required to obtain

approval in the future and were denied permission from Chinese authorities to list on U.S.

exchanges, we will not be able to continue

listing on U.S.

exchange, continue to offer securities to investors, or materially affect the interest of the investors and cause significantly

depreciation of our price of common stock.

The Chinese government has exercised and continues

to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.

to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations,

land use rights, property and other matters.

The central or local governments of these jurisdictions may impose new, stricter regulations

or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance

with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support

recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic

policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest

ourselves of any interest we then hold in our operations in China.

For example, the Chinese cybersecurity regulator

announced on July 2, 2021, that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the company’s

app be removed from smartphone app stores.

Similarly, our business segments may be subject to various government and regulatory interference

in the regions in which we operate.

We could be subject to regulation by various political and regulatory entities, including various

local and municipal agencies and government sub-divisions.

We may incur increased costs necessary to comply with existing and newly adopted

laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether we

will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future, and even when such permission is

obtained, whether it will be denied or rescinded.

Although we are currently not required to obtain permission from any of the PRC federal

or local government to obtain such permission and has not received any denial to list on the U.S.

exchange, our operations could be adversely

affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

Recent statements by

the Chinese government indicating an intent, and the PRC government may take actions to exert more oversight and control over offerings

that are conducted overseas and/or foreign investment in China-based issuers, which could significantly limit or completely hinder our

ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become

The CSRC has released for public consultation the draft rules

for China-based companies seeking to conduct initial public offerings in foreign markets.

While such rules have not yet gone into effect,

the Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based

issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our common stock to investors

and could cause the value of our common stock to significantly decline or become worthless.

On December 24, 2021, the CSRC released the Draft

Rules Regarding Overseas Listing, which had a comment period that expired on January 23, 2022.

The Draft Rules Regarding Overseas Listing

lay out the filing regulation arrangement for both direct and indirect overseas listing, and clarify the determination criteria for indirect

overseas listing in overseas markets.

The Draft Rules Regarding Overseas Listing stipulate

that the Chinese-based companies, or the issuer, shall fulfill the filing procedures within three working days after the issuer makes

an application for initial public offering and listing in an overseas market.

The required filing materials for an initial public offering

and listing should include at least the following:

record-filing report and related undertakings;

regulatory opinions, record-filing,

approval and other documents issued by competent regulatory authorities of relevant industries (if applicable);

and security assessment

opinion issued by relevant regulatory authorities (if applicable);

PRC legal opinion;

and prospectus.

In addition, an overseas offering and listing is

prohibited under any of the following circumstances:

(1) if the intended securities offering and listing is specifically prohibited by

national laws and regulations and relevant provisions;

(2) if the intended securities offering and listing may constitute a threat to

or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law;

if there are material ownership disputes over the equity, major assets, and core technology, etc.

of the issuer;

(4) if, in the past three

years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement,

misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under

judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations;

(5) if, in past

three years, directors, supervisors, or senior executives have been subject to administrative punishments for severe violations, or are

currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations;

(6) other circumstances as prescribed by the State Council.

The Draft Administration Provisions defines the legal liabilities of breaches

such as failure in fulfilling filing obligations or fraudulent filing conducts, imposing a fine between RMB 1 million and RMB 10 million,

and in cases of severe violations, a parallel order to suspend relevant business or halt operation for rectification, revoke relevant

business permits or operational license.

The Draft Rules Regarding Overseas Listing, if

enacted, may subject us to additional compliance requirement in the future, and we cannot assure you that we will be able to get the clearance

of filing procedures under the Draft Rules Regarding Overseas List on a timely basis, or at all.

Any failure of us to fully comply with

new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our common stock, cause

significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our

financial condition and results of operations and cause our common stock to significantly decline in value or become worthless.

Failure to make adequate contributions to various employee benefit

plans and withhold individual income tax on employees’ salaries as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate

in various government-mandated employee benefit contribution plans, including certain social insurance, housing funds and other welfare-oriented

payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances,

of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses.

The requirement of employee benefit contribution plans has not been implemented consistently by the local governments in China given the

different levels of economic development in different locations.

Companies operating in China are also required to withhold individual

income tax on employees’ salaries based on the actual salary of each employee upon payment.

We may be subject to late fees and fines

in relation to the underpaid employee benefits and under-withheld individual income tax, our financial condition and results of operations

may be adversely affected.

We must remit the offering proceeds

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registration processes in a timely manner.

In utilizing the proceeds of this offering

in the manner described in “Use of Proceeds,”

As an offshore holding company of our PRC operating subsidiary, we may make

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or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations;

(ii) directly or indirectly used for investment in securities or investments other than banks’

principal secured products unless

(ii) directly or indirectly used for investment in securities or investments other than banks’ principal secured products unless

otherwise provided by relevant laws and regulations;

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for the foreign-invested real estate enterprises).

In light of the various requirements imposed

by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will

be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all,

with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary.

In light of the various requirements

imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that

we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if

at all, with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary.

If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from this offering and to capitalize

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may be unwilling to hold or buy our stock and our stock price may decrease .

At various times during recent years, the U.S and China have had significant

disagreements over political and economic issues.

Controversies may arise in the future between these two countries that may affect our

economic outlook both in the U.S and in China.

Any political or trade controversies between the U.S and China, whether or not directly

related to our business, could reduce the price of our common stock.

The fluctuation of the Renminbi may have a material adverse effect

on your investment.

The exchange rates between the Renminbi and the U.S.

dollar and other

foreign currencies are affected by, among other things, changes in China’s political and economic conditions.

In July 2005, the

PRC government changed its policy of pegging the value of the Renminbi to the U.S.

dollar, and the Renminbi was permitted to fluctuate

within a band against a basket of certain foreign currencies.

As a result, the Renminbi appreciated more than 20% against the U.S.

over the following three years.

However, the People’s Bank of China regularly intervenes in the foreign exchange market to limit

fluctuations in Renminbi exchange rates and achieve policy goals.

For almost two years after July 2008, the Renminbi traded within a very

narrow range against the U.S.

At various times during recent years,

the U.S and China have had significant disagreements over political and economic issues.

Controversies may arise in the future between

these two countries that may affect our economic outlook both in the U.S and in China.

Any political or trade controversies between the

U.S and China, whether or not directly related to our business, could reduce the price of our common stock.

The fluctuation of the Renminbi may have a material adverse

effect on your investment.

The exchange rates between the Renminbi

dollar and other foreign currencies are affected by, among other things, changes in China’s political and economic

In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S.

dollar, and the Renminbi

was permitted to fluctuate within a band against a basket of certain foreign currencies.

As a result, the Renminbi appreciated more than

20% against the U.S.

dollar over the following three years.

However, the People’s Bank of China regularly intervenes in the foreign

exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals.

For almost two years after July 2008, the

Renminbi traded within a very narrow range against the U.S.

dollar, remaining within 1% of its July 2008 high.

As a consequence, the Renminbi fluctuated significantly

during that period against other freely traded currencies, in tandem with the U.S.

In June 2010, the PRC government announced

that it would increase exchange rate flexibility of the Renminbi.

However, it remains unclear how this flexibility might be implemented.

There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in

a further and more significant appreciation of the Renminbi against the U.S.

As we rely on dividends and other fees paid to us by our subsidiary

and affiliated consolidated entities in China, any significant revaluation of the Renminbi could adversely affect our cash flows, revenues,

earnings and financial position, and the value of, and any dividends payable on, shares of our common stock in foreign currency terms.

As a consequence, the

Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S.

2010, the PRC government announced that it would increase exchange rate flexibility of the Renminbi.

However, it remains unclear how

this flexibility might be implemented.

There remains significant international pressure on the PRC government to adopt a more flexible

currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S.

As we rely on dividends and other fees

paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi could adversely

affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, shares of our common

stock in foreign currency terms.

To the extent that we need to convert U.S.

dollars we received from our offering into Renminbi for our operations, appreciation of the

Renminbi against the U.S.

dollar would have an adverse effect on the Renminbi amount we would receive from the conversion.

if we decide to convert our Renminbi into U.S.

dollars for the purpose of making payments for dividends on our common stock or for other

business purposes, appreciation of the U.S.

dollar against the Renminbi would have a negative effect on the U.S.

dollar amount available

dollars we received from our offering into Renminbi for our

operations, appreciation of the Renminbi against the U.S.

dollar would have an adverse effect on the Renminbi amount we would receive

from the conversion.

Conversely, if we decide to convert our Renminbi into U.S.

dollars for the purpose of making payments for dividends

on our common stock or for other business purposes, appreciation of the U.S.

dollar against the Renminbi would have a negative effect

dollar amount available to us.

In addition, since our functional and reporting currency is the U.S.

dollar while the functional currency of our subsidiary and

consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the Renminbi relative to the U.S.

dollar would have a positive or negative effect on our reported financial results, which might not reflect any underlying change in our

business, financial condition or results of operations.

dollar while the functional

currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the

Renminbi relative to the U.S.

dollar would have a positive or negative effect on our reported financial results, which might not reflect

any underlying change in our business, financial condition or results of operations.

Restrictions on currency exchange may limit our ability to receive

and use our revenue effectively.

Substantially all of our revenue is denominated in Renminbi.

is currently convertible under the “current account,”

which includes dividends, trade and service-related foreign exchange

transactions, but not under the “capital account,”

which includes foreign direct investment and loans, including loans we

may secure from our onshore subsidiaries.

Currently, Universe Travel, may purchase foreign currency for settlement of “current account

transactions,”

including payment of dividends to us, without the approval of the State Administration of Foreign Exchange (“SAFE”)

by complying with certain procedural requirements.

However, the relevant PRC governmental authorities may limit or eliminate our ability

to purchase foreign currencies in the future for current account transactions.

Since a significant amount of our future revenue will be

denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated

in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders

of our common stock.

Foreign exchange transactions under the capital account remain subject to limitations and require approvals from,

or registration with, SAFE and other relevant PRC governmental authorities.

This could affect our ability to obtain foreign currency through

debt or equity financing for our subsidiaries.

Substantially all of our revenue is

denominated in Renminbi.

Renminbi is currently convertible under the “current account,” which includes dividends, trade and

service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment

and loans, including loans we may secure from our onshore subsidiaries.

Currently, Universe Travel, may purchase foreign currency for

settlement of “current account transactions,” including payment of dividends to us, without the approval of the State Administration

of Foreign Exchange (“SAFE”) by complying with certain procedural requirements.

However, the relevant PRC governmental authorities

may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.

Since a significant

amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our

ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies

to our shareholders, including holders of our common stock.

Foreign exchange transactions under the capital account remain subject to

limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities.

This could affect

our ability to obtain foreign currency through debt or equity financing for our subsidiaries.

Our subsidiaries and affiliated entities in China are subject

to restrictions on making dividends and other payments to us.

We are a holding company, and we rely on dividends and other equity

distributions paid by our PRC subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other

cash distributions to our shareholders and service any debt we may incur.

If our PRC subsidiary incurs debt on its own behalf in the future,

the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Under PRC laws and regulations, Universe Travel is a wholly foreign-owned

enterprise in China.

As such, Universe Travel may pay dividends only out of its accumulated after-tax profits as determined in accordance

with PRC accounting standards and regulations.

In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of

its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds until the aggregate amount of such funds

reaches 50% of its registered capital.

At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits

based on PRC accounting standards to staff welfare and bonus funds.

These reserve funds and staff welfare and bonus funds are not distributable

as cash dividends.

Any limitation on the ability of our PRC subsidiary to pay dividends

or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could

be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Uncertainties with respect to the PRC legal system could have

a material adverse effect on us.

The PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior court decisions in a civil law system may be cited as reference but have limited precedential value.

Since 1979, newly introduced PRC laws and regulations have significantly enhanced the protections available relating to foreign investments

Nonetheless, since these laws and regulations are relatively new and the PRC legal system continues to evolve rapidly, the interpretations

of such laws and regulations may not always be consistent and enforcement of these laws and regulations involves significant uncertainties,

any of which could limit the available legal protections.

In addition, the PRC administrative and judicial authorities have significant

discretion in interpreting, implementing or enforcing statutory rules and contractual terms, and it may be more difficult to predict the

outcome of administrative and judicial proceedings and the level of legal protection we may enjoy in the PRC than under some more

developed legal systems.

These uncertainties may affect our decisions on the policies and actions to be taken to comply with PRC laws

and regulations, and may affect our ability to enforce our contractual or tort rights.

In addition, the regulatory uncertainties may be

exploited through unmerited legal actions or threats in an attempt to extract payments or benefits from us.

Such uncertainties may therefore

increase our operating expenses and costs, and materially and adversely affect our business and results of operations.

Furthermore, the PRC legal system is based in part on government policies

and internal rules, some of which are not published on a timely basis or at all, and could have a retroactive effect.

As a result, we

might not be aware of our violation of any of these policies and rules until sometime after the violation.

Such uncertainties, including

uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure

to respond to changes in the regulatory environment in China could adversely affect our business and impede our ability to continue our

The PRC’s legal and judicial system may not adequately

We are a holding company, and we rely

on dividends and other equity distributions paid by our PRC subsidiary for our cash and financing requirements, including the funds necessary

to pay dividends and other cash distributions to our shareholders and service any debt we may incur.

If our PRC subsidiary incurs debt

on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions

Under PRC laws and regulations, Universe

Travel is a wholly foreign-owned enterprise in China.

As such, Universe Travel may pay dividends only out of its accumulated after-tax

profits as determined in accordance with PRC accounting standards and regulations.

In addition, a wholly foreign-owned enterprise is

required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds until

the aggregate amount of such funds reaches 50% of its registered capital.

At its discretion, a wholly foreign-owned enterprise may allocate

a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds.

These reserve funds and staff

welfare and bonus funds are not distributable as cash dividends.

Any limitation on the ability of our PRC subsidiary

to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions

that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

The PRC’s legal and judicial system may not adequately

protect our business and operations and the rights of foreign investors.

The PRC legal and judicial system may negatively impact foreign investors.

In 1982, the National People’s Congress amended the Constitution of China to authorize foreign investment and guarantee the “lawful

rights and interests”

of foreign investors in the PRC.

However, the PRC’s system of laws is not yet comprehensive.

and judicial systems in the PRC are still rudimentary and enforcement of existing laws is inconsistent.

As a result, it may be impossible

to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of one court by a court of another

jurisdiction.

The PRC’s legal system is based on the civil law regime, that is, it is based on written statutes.

A decision by one

judge does not set a legal precedent that is required to be followed by judges in other cases.

In addition, the interpretation of Chinese

laws may be varied to reflect domestic political changes.

The promulgation of new laws, changes to existing laws and the pre-emption

of local regulations by national laws may adversely affect foreign investors.

There can be no assurance that a change in leadership, social

or political disruption, or unforeseen circumstances affecting the PRC’s political, economic or social life, will not affect the

PRC government’s ability to continue to support and pursue these reforms.

Such a shift could have a material adverse effect on our

business and prospects.

The PRC legal and judicial system may

negatively impact foreign investors.

In 1982, the National People’s Congress amended the Constitution of China to authorize foreign

investment and guarantee the “lawful rights and interests” of foreign investors in the PRC.

However, the PRC’s system

of laws is not yet comprehensive.

The legal and judicial systems in the PRC are still rudimentary and enforcement of existing laws is

inconsistent.

As a result, it may be impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement

of the judgment of one court by a court of another jurisdiction.

The PRC’s legal system is based on the civil law regime, that

is, it is based on written statutes.

A decision by one judge does not set a legal precedent that is required to be followed by judges

in other cases.

In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes.

The promulgation of new laws, changes

to existing laws and the pre-emption of local regulations by national laws may adversely affect foreign investors.

There can be no assurance

that a change in leadership, social or political disruption, or unforeseen circumstances affecting the PRC’s political, economic

or social life, will not affect the PRC government’s ability to continue to support and pursue these reforms.

Such a shift could

have a material adverse effect on our business and prospects.

Because our principal assets are located outside of the United

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judgment against us or our operating subsidiaries in the PRC.

A substantial portion of our operations and assets are located outside

of the United States.

It may therefore be difficult for investors in the United States to enforce their legal rights against us based

on the civil liability provisions of the U.S.

federal securities laws against us in the courts of either the U.S.

or the PRC and, even

if civil judgments are obtained in U.S.

A substantial portion of our operations

and assets are located outside of the United States.

It may therefore be difficult for investors in the United States to enforce their

legal rights against us based on the civil liability provisions of the U.S.

federal securities laws against us in the courts of either

or the PRC and, even if civil judgments are obtained in U.S.

courts, it may be difficult to enforce such judgments in PRC courts.

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your rights as our stockholder since we conduct the bulk of our operations in China.

We conduct the bulk of our operations in China through Pony HK.

of this factor, it may be difficult for you to conduct due diligence on the Company, our executive officers or director and attend stockholders

meetings if the meetings are held in China.

As a result, our public stockholders may have more difficulty in protecting their interests

through actions against our management, our director or major stockholders than would stockholders of a corporation doing business entirely

or predominantly within the United States.

We conduct the bulk of our operations

in China through Pony HK.

Because of this factor, it may be difficult for you to conduct due diligence on the Company, our executive

officers or director and attend stockholders meetings if the meetings are held in China.

As a result, our public stockholders may have

more difficulty in protecting their interests through actions against our management, our director or major stockholders than would stockholders

of a corporation doing business entirely or predominantly within the United States.

We and our shareholders face uncertainties with respect to indirect

1 unchanged sentence

or immovable properties located in China owned by non-Chinese companies.

On February 3, 2015, the State Administration of Taxation, or SAT,

issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7,

which replaced or supplemented previous rules under the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers

by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December 10, 2009.

Pursuant to this

Bulletin, an “indirect transfer”

of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises

may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial

purpose and was established for the purpose of avoiding payment of PRC enterprise income tax.

As a result, gains derived from such an

indirect transfer may be subject to PRC enterprise income tax.

According to Bulletin 7, “PRC taxable assets”

include assets

attributed to an establishment in China, immoveable properties located in China, and equity investments in PRC resident enterprises, in

respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise

income taxes.

When determining whether there is a “reasonable commercial purpose”

of the transaction arrangement, features

to be taken into consideration include:

whether the main value of the equity interest of the relevant offshore enterprise derives from

PRC taxable assets;

whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or

if its income mainly derives from China;

whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable

assets have a real commercial nature which is evidenced by their actual function and risk exposure;

the duration of existence of the business

model and organizational structure;

the replicability of the transaction by direct transfer of PRC taxable assets;

and the tax situation

of such indirect transfer and applicable tax treaties or similar arrangements.

In respect of an indirect offshore transfer of assets of

a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business

being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%.

Where the underlying transfer relates

to the immoveable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment

or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax

treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the

withholding obligation.

Where the payer fails to withhold any or withholds insufficient tax, the transferor shall declare and pay such

tax to the tax authority by itself within the statutory time limit.

Late payment of applicable tax will subject the transferor to default

Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were

acquired from a transaction through a public stock exchange.

In October 2017, SAT issued an Announcement on Issues Relating to Withholding

at Source of Income Tax of Nonresident Enterprises, or SAT Circular 37.

Effective from December 2017, SAT Circular 37, among others, repealed

the Circular 698 and amended certain provisions in Bulletin 7.

According to SAT Circular 37, where the non-resident enterprise fails to

declare the tax payable pursuant to Article 39 of the Enterprise Income Tax, the tax authority may order it to pay the tax due within

required time limits, and the non-resident enterprise shall declare and pay the tax payable within such time limits specified by the tax

However, if the non-resident enterprise voluntarily declares and pays the tax payable before the tax authority orders it to

do so within required time limits, it shall be deemed that such enterprise has paid the tax in time.

We face uncertainties as to the reporting and other implications of

certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our

offshore subsidiaries and investments.

Our company may be subject to filing obligations or taxed if our company is transferor in such

transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under Bulletin 7 and SAT

For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiary may be requested

to assist in the filing under the SAT circulars.

As a result, we may be required to expend valuable resources to comply with the SAT circulars

or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company

should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

On February 3, 2015, the State Administration

of Taxation, or SAT, issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises,

or Bulletin 7, which replaced or supplemented previous rules under the Notice on Strengthening Administration of Enterprise Income Tax

for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December 10,

Pursuant to this Bulletin, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise,

by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does

not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax.

gains derived from such an indirect transfer may be subject to PRC enterprise income tax.

According to Bulletin 7, “PRC taxable

assets” include assets attributed to an establishment in China, immoveable properties located in China, and equity investments

in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would

be subject to PRC enterprise income taxes.

When determining whether there is a “reasonable commercial purpose” of the transaction

arrangement, features to be taken into consideration include:

whether the main value of the equity interest of the relevant offshore

enterprise derives from PRC taxable assets;

whether the assets of the relevant offshore enterprise mainly consists of direct or indirect

investment in China or if its income mainly derives from China;

whether the offshore enterprise and its subsidiaries directly or indirectly

holding PRC taxable assets have a real commercial nature which is evidenced by their actual function and risk exposure;

of existence of the business model and organizational structure;

the replicability of the transaction by direct transfer of PRC taxable

and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements.

In respect of an indirect

offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the

PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of

Where the underlying transfer relates to the immoveable properties located in China or to equity investments in a PRC resident enterprise,

which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would

apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated

to make the transfer payments has the withholding obligation.

Where the payer fails to withhold any or withholds insufficient tax, the

transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit.

Late payment of applicable

tax will subject the transferor to default interest.

Bulletin 7 does not apply to transactions of sale of shares by investors through

a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

In October 2017, SAT issued an Announcement

on Issues Relating to Withholding at Source of Income Tax of Nonresident Enterprises, or SAT Circular 37.

Effective from December 2017,

SAT Circular 37, among others, repealed the Circular 698 and amended certain provisions in Bulletin 7.

According to SAT Circular 37,

where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the Enterprise Income Tax, the tax authority

may order it to pay the tax due within required time limits, and the non-resident enterprise shall declare and pay the tax payable within

such time limits specified by the tax authority.

However, if the non-resident enterprise voluntarily declares and pays the tax payable

before the tax authority orders it to do so within required time limits, it shall be deemed that such enterprise has paid the tax in

We face uncertainties as to the reporting

and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring,

sale of the shares in our offshore subsidiaries and investments.

Our company may be subject to filing obligations or taxed if our company

is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions,

under Bulletin 7 and SAT Circular 37.

For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC

subsidiary may be requested to assist in the filing under the SAT circulars.

As a result, we may be required to expend valuable resources

to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars,

or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial

condition and results of operations.

The future development of national security laws and regulations

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our business.

On May 28, 2020, the National People’s Congress of the People’s

Republic of China adopted the Decision on Establishing and Strengthening the Hong Kong Special Administrative Region’s Legal System

for the Safeguard of National Security and Implementation Mechanisms (the “Decision”) and authorized the Standing Committee

of the National People’s Congress to promulgate a new law pursuant to and for the implementation of the Decision.

While the details

of the new law are still scarce as of the date of this prospectus, the Decision states that the new law will target secession, subversion

of state power, terrorism activities and foreign interference.

The stated objective of the Decision is to protect the national security

of China as a whole (including Hong Kong and Macau) and is not intended to have a direct commercial bearing on commercial and economic

The government believes the new law may bring about more stability to Hong Kong, which in turn may lay the foundation for

commercial and economic activities to flourish.

On the other hand, we cannot rule out the possibility that the Decision may trigger

sanctions or other forms of penalties by foreign governments, which may cause economic and other hardship for Hong Kong, including companies

like ours that do business in Hong Kong.

As the Decision is new and details of the new law are limited, as of the date of this prospectus,

it is difficult to predict the impact, if any, the new law will have on our business, as such impact will depend on future developments,

which are highly uncertain and cannot be predicted.

On June 30, 2020, the National

People’s Congress of China passed a national security law (the “National Security Law”), which criminalizes certain

offenses, including secession, subversion of the Chinese government, terrorism and collusion with foreign entities.

The National Security

Law also applies to non-permanent residents.

Although the extra-territorial reach of the National Security Law remains unclear, there

is a risk that its application to conduct outside Hong Kong by non-permanent residents of Hong Kong could limit the activities of or negatively

The United States and other countries may take action against China, its leaders and leaders of Hong Kong, which may include

the imposition of sanctions.

Escalation of tensions resulting from the National Security Law, including conflict between China and other

countries, protests and other government measures, as well as other economic, social or political unrest in the future, could negatively

impact the security and stability of the region and have a material adverse effect on our business.

The aforementioned risks, including

an expansionary application of the National Security Law in unpredictable circumstances by the Chinese authorities, and any downturn in

Hong Kong’s economy could negatively impact the industries in which we participate, negatively impact our business operations and

have a material adverse effect on our results of operations, financial condition and cash flow.

Our common stock may be delisted under the Holding Foreign Companies

Accountable Act if the PCAOB is unable to inspect our auditors.

The delisting of our common stock, or the threat of their being delisted,

may materially and adversely affect the value of your investment.

Furthermore, on June 22, 2021, the U.S.

Senate passed the Accelerating

Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s

securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead

The Holding Foreign Companies Accountable Act,

or the HFCA Act, was enacted on December 18, 2020.

The HFCA Act states if the SEC determines that a company has filed audit reports issued

by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,

the SEC shall prohibit such common stock from being traded on a national securities exchange or in the over the counter trading market

On March 24, 2021, the SEC adopted interim final

rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act.

A company will be required

to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established

The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements

described above.

Furthermore, on June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act, which,

if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges

if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On September 22, 2021, the PCAOB adopted

a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA

Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction

because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize

rules implementing the submission and disclosure requirements in the HFCA Act.

The rules apply to registrants that the SEC identifies

as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction

and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered

public accounting firms headquartered in:

(i) China, and (ii) Hong Kong.

Our auditor is not headquartered in China or Hong Kong and was

not identified in this report as a firm subject to the PCAOB’s determination.

Furthermore, various equity-based research organizations

have recently published reports on China-based companies after examining their corporate governance practices, related party transactions,

sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S.

Any similar scrutiny on us, regardless of its lack of merit, could cause the market price of our common stock to fall, divert

management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for

director and officer insurance.

Our auditor, the independent registered public

accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly

in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts

regular inspections to assess its compliance with the applicable professional standards.

Our auditor’s registration with the PCAOB

took effect in September 2020 and it is currently subject to PCAOB inspections.

The PCAOB currently has access to inspect the working

papers of our auditor.

However, the recent developments would add uncertainties to our offering and we cannot assure you whether regulatory

authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit

procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience

as it relates to the audit of our financial statements.

The SEC may propose additional rules or guidance

that could impact us if our auditor is not subject to PCAOB inspection.

For example, on August 6, 2020, the President’s Working

Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies

to the then President of the United States.

This report recommended the SEC implement five recommendations to address companies from jurisdictions

that do not provide the PCAOB with sufficient access to fulfil its statutory mandate.

Some of the concepts of these recommendations were

implemented with the enactment of the HFCA Act.

However, some of the recommendations were more stringent than the HFCA Act.

if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would

be delisted would end on January 1, 2022.

The SEC has announced that the SEC staff is preparing

a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report.

It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations

will be adopted.

The implications of this possible regulation in addition to the requirements of the HFCA Act are uncertain.

understand that there has been dialogue among the CSRC, the SEC and the PCAOB regarding the inspection of PCAOB-registered accounting

firms in China, there can be no assurance that we will be able to comply with requirements imposed by U.S.

Such uncertainty

could cause the market price of our common stock to be materially and adversely affected, and our securities could be delisted and prohibited

from being traded on the national securities exchange earlier than would be required by the HFCA Act.

If our securities are unable to

be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our common

stock when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price

of our common stock.

Further, new laws and regulations or changes in

laws and regulations in both the United States and China could affect our ability to list our common stock, which could materially impair

the market for and market price of our common stock.

Risks Related to Our Common Stock

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future, including the outcome of matters requiring shareholder approval.

Fan, our Chief Executive Officer, President and director have over

92% beneficial ownership of our Company, through Pony Group Ltd, KERUIDA Investment Limited, Synionm Investments Limited and Wisdom Travel

Service Investments Limited, which is beneficially owned by Ms.

Fan, our Chief Executive Officer,

President and director have over 78.3% beneficial ownership of our Company, through Pony Group Ltd, KERUIDA Investment Limited, Synionm

Investments Limited and Wisdom Travel Service Investments Limited, which is beneficially owned by Ms.

As a result, Ms.

Fan will have the ability to control the election

of our directors and the outcome of corporate actions requiring shareholder approval, such as:

(i) a merger or a sale of our Company,

(ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws.

This concentration

of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial

to our other shareholders and be disadvantageous to our shareholders with interests different from those individuals.

Certain of these

individuals also have significant control over our business, policies and affairs as officers or directors of our company.

you should not invest in reliance on your ability to have any control over our company.

No public market for our common stock currently exists, and an

active trading market may not develop or be sustained following this offering.

As we are in our early stages of development, an investment in our

Company will likely require a long-term commitment, with no certainty of return.

We have applied for quotation of our common stock on

the OTC Market.

Even if our common stock is quoted on the OTC Market, there is no guarantee that there will be any trading in our common

In addition, there is a risk that we will not be able to have our stock listed or quoted on a more established market, and even

if we are able to do so (of which no assurance can be given), we cannot predict whether an active market for our common stock will ever

develop in the future.

have the ability to control the election of our directors and the outcome of corporate actions requiring shareholder approval, such as:

(i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of

incorporation and bylaws.

This concentration of voting power and control could have a significant effect in delaying, deferring or preventing

an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different

from those individuals.

Certain of these individuals also have significant control over our business, policies and affairs as officers

or directors of our company.

Therefore, you should not invest in reliance on your ability to have any control over our company.

No public market for our common stock currently exists, and

an active trading market may not develop or be sustained following this offering.

As we are in our early stages of development,

an investment in our Company will likely require a long-term commitment, with no certainty of return.

We have applied for quotation of

our common stock on the OTC Market.

Even if our common stock is quoted on the OTC Market, there is no guarantee that there will be any

trading in our common stock.

In addition, there is a risk that we will not be able to have our stock listed or quoted on a more established

market, and even if we are able to do so (of which no assurance can be given), we cannot predict whether an active market for our common

stock will ever develop in the future.

In the absence of an active trading market:

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market visibility for shares of our common stock may be limited;

a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

While we believe our revenues and cash on hand are adequate to

meet our immediate needs, we may require additional funding in order to progress our business in the future.

a lack of visibility for shares of our common stock may have a depressive effect on the market

price for shares of our common stock.

While we believe our revenues and cash on hand are adequate

to meet our immediate needs, we may require additional funding in order to progress our business in the future.

If we are unable to raise

additional capital, we could be forced to delay, reduce or eliminate portions of our business.

While we believe our cash, cash equivalents on hand and cash from operations

are adequate to meet our liquidity needs and capital expenditure requirements for at least the next 12 months, we may require an additional

infusion of funds in the future to grow our business.

In the event we were to experience an economic recession or a slow growth period,

such an event could adversely affect our business, liquidity and future growth.

In addition, should we experience instability in or a

tightening of the capital markets, such an event could adversely affect our ability to obtain additional capital to grow our business

on terms acceptable to us or at all.

While we believe our cash, cash equivalents

on hand and cash from operations are adequate to meet our liquidity needs and capital expenditure requirements for at least the next

12 months, we may require an additional infusion of funds in the future to grow our business.

In the event we were to experience an economic

recession or a slow growth period, such an event could adversely affect our business, liquidity and future growth.

In addition, should

we experience instability in or a tightening of the capital markets, such an event could adversely affect our ability to obtain additional

capital to grow our business on terms acceptable to us or at all.

Raising additional capital may cause

dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

We may need to raise funding in the future to further develop our business.

There can be no assurance that we will be able to raise sufficient capital on acceptable terms, or at all.

If such financing is not available

on satisfactory terms, or is not available at all, we may be required to delay, scale back or eliminate the development of business opportunities

and our operations and financial condition may be adversely affected to a significant extent.

If we raise additional capital by issuing equity securities, the percentage

and/or economic ownership of our existing stockholders may be reduced, and accordingly these stockholders may experience substantial dilution.

We may also issue equity securities that provide for rights, preferences and privileges senior to those of our common stock.

Debt financing, if obtained, may involve agreements that include liens

on our assets, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, increases in

our expenses and requirements that our assets be provided as a security for such debt.

Debt financing would also be required to be repaid

regardless of our operating results.

Funding from any source may be unavailable to us on acceptable terms,

If we do not have sufficient capital to fund our operations and expenses, our business opportunities could be substantially

Assuming we can find market makers to establish quotations for our

common stock, and assuming all applicable approvals are obtained, we expect that our common stock will be quoted on the OTC Market.

market is a relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less liquidity than any tier of

the NASDAQ or the New York Stock Exchange.

No assurances can be given that our common stock, even if quoted on such markets, will

ever trade on such markets, much less a senior market like NASDAQ or the New York Stock Exchange.

In this event, there would be a highly

illiquid market for our common stock and you may be unable to dispose of your common stock at desirable prices or at all.

Moreover, there

is a risk that our common stock could be delisted from the OTC Market, in which case it might be listed on OTC Pink, which is even more

illiquid than the OTC Market.

The lack of an active market impairs your ability to sell your shares

of our common stock at the time you wish to sell them or at a price that you consider reasonable.

The lack of an active market may also

reduce the fair market value of your shares of our common stock.

An inactive market may also impair our ability to raise capital to continue

to fund operations by selling shares of our common stock and may impair our ability to expand our operations through acquisitions by using

our shares as consideration.

We may need to raise funding in the

future to further develop our business.

There can be no assurance that we will be able to raise sufficient capital on acceptable terms,

If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back

or eliminate the development of business opportunities and our operations and financial condition may be adversely affected to a significant

If we raise additional capital by issuing

equity securities, the percentage and/or economic ownership of our existing stockholders may be reduced, and accordingly these stockholders

may experience substantial dilution.

We may also issue equity securities that provide for rights, preferences and privileges senior to

those of our common stock.

Debt financing, if obtained, may involve

agreements that include liens on our assets, covenants limiting or restricting our ability to take specific actions, such as incurring

additional debt, increases in our expenses and requirements that our assets be provided as a security for such debt.

Debt financing would

also be required to be repaid regardless of our operating results.

Funding from any source may be unavailable

to us on acceptable terms, or at all.

If we do not have sufficient capital to fund our operations and expenses, our business opportunities

could be substantially diminished.

Assuming we can find market makers to

establish quotations for our common stock, and assuming all applicable approvals are obtained, we expect that our common stock will be

quoted on the OTC Market.

This market is a relatively unorganized, inter-dealer, over-the-counter markets that provide significantly

less liquidity than any tier of the NASDAQ or the New York Stock Exchange.

No assurances can be given that our common stock, even

if quoted on such markets, will ever trade on such markets, much less a senior market like NASDAQ or the New York Stock Exchange.

this event, there would be a highly illiquid market for our common stock and you may be unable to dispose of your common stock at desirable

prices or at all.

Moreover, there is a risk that our common stock could be delisted from the OTC Market, in which case it might be listed

on OTC Pink, which is even more illiquid than the OTC Market.

The lack of an active market impairs

your ability to sell your shares of our common stock at the time you wish to sell them or at a price that you consider reasonable.

lack of an active market may also reduce the fair market value of your shares of our common stock.

An inactive market may also impair

our ability to raise capital to continue to fund operations by selling shares of our common stock and may impair our ability to expand

our operations through acquisitions by using our shares as consideration.

Even if our common stock becomes publicly-traded and an active

trading market develops, the market price for our common stock may be volatile.

Even if our securities become publicly-traded and even if an active

market for our common stock develops, of which no assurance can be given, the market price for our common stock may be volatile and subject

to wide fluctuations due to factors such as:

Even if our securities become publicly-traded

and even if an active market for our common stock develops, of which no assurance can be given, the market price for our common stock

may be volatile and subject to wide fluctuations due to factors such as:

the perception of U.S.

6 unchanged sentences

changes in the economic performance or market valuations of other companies in the same industry;

announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures

or capital commitments;

addition or departure of key personnel;

1 unchanged sentence

general economic or political conditions in or influencing China.

In addition, the securities market has from time to time experienced

significant price and volume fluctuations that are not related to the operating performance of particular companies.

market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock may be thinly traded and you may be unable to

sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our common stock begins trading over-the-counter, our common

stock may be “thinly-traded,”

meaning that the number of persons interested in purchasing our common stock at or near bid

prices at any given time may be relatively small or non-existent.

This situation may be attributable to a number of factors, including

the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community

that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might

be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became

more seasoned.

As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent,

as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales

without an adverse effect on share price.

Broad or active public trading market for our common stock may not develop or be sustained.

Our common stock may be considered a “penny stock,”

In addition, the securities market has

from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular

These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock may be thinly traded and you may be unable

to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our common stock begins trading

over-the-counter, our common stock may be “thinly-traded,” meaning that the number of persons interested in purchasing our

common stock at or near bid prices at any given time may be relatively small or non-existent.

This situation may be attributable

to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and

others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons,

they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of

our shares until such time as we became more seasoned.

As a consequence, there may be periods of several days or more when trading

activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity

that will generally support continuous sales without an adverse effect on share price.

Broad or active public trading market for

our common stock may not develop or be sustained.

Our common stock may be considered a “penny stock,”

and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

Our common stock, which we plan to have quoted for trading on the OTC

Market, may be considered to be a “penny stock”

if it does not qualify for one of the exemptions from the definition of “penny

under Section 3a51-1 of the Exchange Act, as amended.

Our common stock may be a “penny stock”

meets one or more of the following conditions:

(i) the stock trades at a price less than $5.00 per share;

(ii) it is not traded on a “recognized”

national exchange;

(iii) it is not quoted on the Nasdaq Capital Market or, even if so, has a price of less than $5.00 per share;

is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

The principal

result or effect of being designated a “penny stock”

is that securities broker-dealers participating in sales of our common

stock will be subject to the “penny stock”

regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange

For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document

disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days

before effecting any transaction in a penny stock for the investor’s account.

Moreover, Rule 15g-9 requires broker-dealers

in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

procedure requires the broker-dealer to:

(i) obtain from the investor information concerning his or her financial situation, investment

experience and investment objectives;

(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable

for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of

penny stock transactions;

(iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made

the determination in (ii) above;

and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately

reflects the investor’s financial situation, investment experience and investment objectives.

Compliance with these requirements

may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise

dispose of them in the market or otherwise.

Our common stock, which we plan to have

quoted for trading on the OTC Market, may be considered to be a “penny stock” if it does not qualify for one of the exemptions

from the definition of “penny stock” under Section 3a51-1 of the Exchange Act, as amended.

Our common stock may

be a “penny stock” if it meets one or more of the following conditions:

(i) the stock trades at a price less than $5.00 per

(ii) it is not traded on a “recognized” national exchange;

(iii) it is not quoted on the Nasdaq Capital Market or,

even if so, has a price of less than $5.00 per share;

or (iv) is issued by a company that has been in business less than three years

with net tangible assets less than $5 million.

The principal result or effect of being designated a “penny stock”

is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations

set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act.

For example, Rule 15g-2 requires broker-dealers

dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually

signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the

investor’s account.

Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor

for transactions in such stocks before selling any penny stock to that investor.

This procedure requires the broker-dealer

(i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives;

(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor

has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions;

(iii) provide

the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above;

receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial

situation, investment experience and investment objectives.

Compliance with these requirements may make it more difficult

and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market

or otherwise.

FINRA sales practice requirements may also limit your ability

to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

FINRA rules require broker-dealers to have reasonable grounds for believing

that an investment is suitable for a customer before recommending that investment to the customer.

Prior to recommending speculative low-priced

securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s

financial status, tax status and investment objectives, among other things.

Under interpretations of these rules, FINRA believes that

there is a high probability such speculative low-priced securities will not be suitable for at least some customers.

Thus, FINRA requirements

make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy

and sell shares of our common stock, have an adverse effect on the market for shares of our common stock, and thereby depress price of

our common stock.

You may face significant restrictions on the resale of your shares

of our common stock due to state “blue sky”

Each state has its own securities laws, often called “blue sky”

laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for

an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in

Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt

from registration.

FINRA rules require broker-dealers to

have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer.

Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts

to obtain information about the customer’s financial status, tax status and investment objectives, among other things.

Under interpretations

of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least

some customers.

Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,

which may limit your ability to buy and sell shares of our common stock, have an adverse effect on the market for shares of our common

stock, and thereby depress price of our common stock.

You may face significant restrictions on the resale of your

shares of our common stock due to state “blue sky” laws.

Each state has its own securities laws,

often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are

registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers

doing business directly or indirectly in the state.

Before a security is sold in a state, there must be a registration in place to cover

the transaction, or it must be exempt from registration.

The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt

from registration under the laws of any state.

A determination regarding registration will be made by those broker-dealers, if any, who

agree to serve as market makers for our common stock.

We have not yet applied to have our securities registered in any state and will

not do so until we receive expressions of interest from investors resident in specific states after they have viewed this offering document.

There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities.

You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without

the significant expense of state registration or qualification.

We do not know whether our securities

will be registered or exempt from registration under the laws of any state.

A determination regarding registration will be made by those

broker-dealers, if any, who agree to serve as market makers for our common stock.

We have not yet applied to have our securities registered

in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed

this offering document.

There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers

to buy, our securities.

You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell

your shares without the significant expense of state registration or qualification.

Potential future sales under Rule 144 may depress the market

price for the common stock.

In general, under SEC Rule 144, a person who has satisfied a minimum

holding period of between six months to one-year, as well as meeting any other applicable requirements of Rule 144, may thereafter sell

such shares publicly.

Therefore, the possible sale of unregistered shares may, in the future, have a depressive effect on the price of

our common stock in the over-the-counter market.

In general, under SEC Rule 144, a person

who has satisfied a minimum holding period of between six months to one-year, as well as meeting any other applicable requirements of

Rule 144, may thereafter sell such shares publicly.

Therefore, the possible sale of unregistered shares may, in the future, have a depressive

effect on the price of our common stock in the over-the-counter market.

Volatility in our common stock price may subject us to securities

The market for our common stock may have, when compared to seasoned

issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer

for the indefinite future.

In the past, plaintiffs have often initiated securities class action litigation against a company following

periods of volatility in the market price of its securities.

We may, in the future, be the target of similar litigation.

Securities litigation

could result in substantial costs and liabilities and could divert management’s attention and resources.

The market for our common stock may

have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile

than that of a seasoned issuer for the indefinite future.

In the past, plaintiffs have often initiated securities class action litigation

against a company following periods of volatility in the market price of its securities.

We may, in the future, be the target of similar

Securities litigation could result in substantial costs and liabilities and could divert management’s attention and

We are not likely to pay cash dividends in the foreseeable future.

We currently intend to retain any future earnings for use in the operation

and expansion of our business.

Accordingly, we do not expect to pay any cash dividends in the foreseeable future, but will review this

policy as circumstances dictate.

Should we determine to pay dividends in the future, our ability to do so will depend upon the receipt

of dividends or other payments from Universe Travel.

Universe Travel may, from time to time, be subject to restrictions on its ability

to make distributions to us, including restrictions on the conversion of RMB into U.S.

dollars or other hard currency and other regulatory

restrictions.

investors may experience difficulties in attempting to effect

a service of process and enforce judgments based upon U.S.

We currently intend to retain any future

earnings for use in the operation and expansion of our business.

Accordingly, we do not expect to pay any cash dividends in the foreseeable

future, but will review this policy as circumstances dictate.

Should we determine to pay dividends in the future, our ability to do so

will depend upon the receipt of dividends or other payments from Universe Travel.

Universe Travel may, from time to time, be subject

to restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S.

dollars or other

hard currency and other regulatory restrictions.

investors may experience difficulties in attempting to

effect a service of process and enforce judgments based upon U.S.

Federal Securities Laws against the company and its non U.S.

resident officer

and director.

We are a Delaware corporation and, as such, are subject to the jurisdiction

of the State of Delaware and the United States courts for purposes of any lawsuit, action or proceeding by investors herein.

would have the ability to effect service of process in any action on the company within the United States.

Wenxian Fan, our

sole officer and director, resides in China and substantially all of our assets are located in China.

As a result, it may not be possible

for investors to:

officer and director.

We are a Delaware corporation and, as

such, are subject to the jurisdiction of the State of Delaware and the United States courts for purposes of any lawsuit, action or proceeding

by investors herein.

An investor would have the ability to effect service of process in any action on the company within the United States.

Wenxian Fan, our sole officer and director, resides in China and substantially all of our assets are located in China.

a result, it may not be possible for investors to:

Effect service of process within the United States against our non-U.S.

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court judgments based upon the civil liability provisions of the U.S.

federal securities laws against any of the above referenced foreign persons in the United States;

federal securities

laws against any of the above referenced foreign persons in the United States;

Enforce in foreign courts U.S.

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Bring an original action in foreign courts to enforce liabilities based upon the U.S.

federal securities laws against the above foreign persons.

Shareholder claims that are common in the United States, including

securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China.

in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation

outside China or otherwise with respect to foreign entities.

Although the local authorities in China may establish a regulatory cooperation

mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration,

such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of

mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law, which became effective in March 2020,

no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of

Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual

may provide the documents and materials relating to securities business activities to overseas parties.

federal securities

laws against the above foreign persons.

Shareholder claims that are common in

the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality

For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations

or litigation outside China or otherwise with respect to foreign entities.

Although the local authorities in China may establish a regulatory

cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and

administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient

in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law, which became effective

in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within

the territory of the PRC.

Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization

or individual may provide the documents and materials relating to securities business activities to overseas parties.

The Company is selling shares without an underwriter and

may not be able to sell all or any of the shares offered herein.

Shares of common stock are hereby being offered on our behalf

by our officers and directors, on a best-efforts basis.

No broker-dealer has been retained as an underwriter and no broker-dealer is under

any obligation to purchase any shares of common stock.

There are no firm commitments to purchase any of the shares in

the direct public offering.

Consequently, there is no guarantee that the Company, through its officers and directors, are capable

of selling all, or any, of the shares of common stock offered hereby.

The sale of a small number of shares increases

the likelihood that no market will ever develop for our common stock.

We will likely need to raise additional capital in the near future

to finance our intended growth.

The exclusive forum provision in our subscription agreement may

have the effect of limiting a purchaser’s ability to bring legal action against the company and could limit a purchaser’s

Shares of common stock are hereby

being offered on our behalf by our officers and directors, on a best-efforts basis.

No broker-dealer has been retained as an underwriter

and no broker-dealer is under any obligation to purchase any shares of common stock.

There are no firm commitments to purchase

any of the shares in the direct public offering.

Consequently, there is no guarantee that the Company, through its officers

and directors, are capable of selling all, or any, of the shares of common stock offered hereby.

The sale of a small

number of shares increases the likelihood that no market will ever develop for our common stock.

We will likely need to raise

additional capital in the near future to finance our intended growth.

The exclusive forum provision in our subscription agreement

may have the effect of limiting a purchaser’s ability to bring legal action against the company and could limit a purchaser’s

ability to obtain a favorable judicial forum for disputes.

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However, it is uncertain whether a court would enforce such a provision as to

claims arising under federal securities laws (see “

Description of Capital Stock –

Forum Selection Provision ”).

claims arising under federal securities laws (see “ Description of Capital Stock – Forum Selection Provision ”).

Such provision may have the effect of limiting the ability of purchasers to bring a legal claim against us due to geographic limitations.

There is also the possibility that the exclusive forum provision may discourage stockholder lawsuits, or limit stockholders’

There is also the possibility that the exclusive forum provision may discourage stockholder lawsuits, or limit stockholders’ ability

to bring a claim in a judicial forum that it finds favorable for disputes with us.

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to the plaintiff(s) in any such action.

Purchasers in this offering will be bound

by the subscription agreement, which provides that purchasers waive the right to a jury trial of any claim they may have against us arising

out of or relating to the subscription agreement, including any claim under federal securities laws to the extent permitted by law (see

Description of Capital Stock –

Jury Trial Wavier ”).

If we or the subscriber opposed a jury trial

demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that

case in accordance with the applicable state and federal law.

Purchasers in this offering will be

bound by the subscription agreement, which provides that purchasers waive the right to a jury trial of any claim they may have against

us arising out of or relating to the subscription agreement, including any claim under federal securities laws to the extent permitted

by law (see “ Description of Capital Stock – Jury Trial Wavier ”).

If we or the subscriber opposed a jury

trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of

that case in accordance with the applicable state and federal law.

It is uncertain whether or not a court would enforce the waiver.

purchasers bring a claim against us in connection with matters arising under the subscription agreement, including claims under federal

any purchasers bring a claim against us in connection with matters arising under the subscription agreement, including claims under federal

securities laws, such purchasers may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting

and discouraging lawsuits against us.

If a lawsuit is brought against us under the subscription agreement, it may be heard only by a judge

or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different

If a lawsuit is brought against us under the subscription agreement, it may be heard only by a

judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different

outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver provision

is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial.

No condition,

stipulation or provision of the subscription agreement serves as a waiver by any purchasers in this offering or by us of compliance with

any substantive provision of the U.S.

Nevertheless, if this jury trial waiver

provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial.

No condition, stipulation or provision of the subscription agreement serves as a waiver by any purchasers in this offering or by us of

compliance with any substantive provision of the U.S.

federal securities laws and the rules and regulations promulgated thereunder.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors